UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2014
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EMULEX CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-31353 | | 51-0300558 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3333 Susan Street
Costa Mesa, California 92626
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (714) 662-5600
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters of a Vote of Security Holders
(a) The Annual Meeting of Stockholders of Emulex Corporation, a Delaware corporation (“Emulex” or the “Company”) was held on February 6, 2014 (the "Annual Meeting").
(b) At the Annual Meeting, the stockholders of the Company (i) elected each of the eleven director nominees proposed by the Board of Directors of the Company, (ii) approved and ratified the amended and restated Employee Stock Purchase Plan (the “Purchase Plan”) which, among other things, increased the number of shares available for issuance thereunder by 3,250,000, (iii) ratified and approved an advisory resolution to approve executive compensation, and (iv) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2014. The results of each vote are summarized below.
Proposal No. 1 - Election of Directors.
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| Director Nominee Name | Votes For | Votes Withheld | Broker Non-Votes |
| Jeffrey W. Benck | 61,013,276 | 306,620 | 11,708,242 |
| Gregory S. Clark | 60,859,894 | 460,002 | 11,708,242 |
| Gary J. Daichendt | 60,961,465 | 358,431 | 11,708,242 |
| Bruce C. Edwards | 59,290,971 | 2,028,925 | 11,708,242 |
| Paul F. Folino | 60,858,929 | 460,967 | 11,708,242 |
| Eugene J. Frantz | 60,859,744 | 460,152 | 11,708,242 |
| Beatriz V. Infante | 57,732,315 | 3,587,581 | 11,708,242 |
| John A. Kelley, Jr. | 60,961,559 | 358,337 | 11,708,242 |
| Rahul N. Merchant | 60,974,447 | 345,449 | 11,708,242 |
| Nersi Nazari | 60,828,501 | 491,395 | 11,708,242 |
| Dean A. Yoost | 60,693,466 | 626,430 | 11,708,242 |
Proposal No. 2 - Ratify and Approve the Amended and Restated Employee Stock Purchase Plan to, Among Other Things, Increase the Number of Shares Reserved for Issuance Thereunder by 3,250,000 Shares.
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| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 60,500,818 | 354,406 | 464,672 | 11,708,242 |
Proposal No. 3 - Ratify and Approve an Advisory Resolution to Approve Executive Compensation.
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| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 35,752,146 | 24,845,661 | 722,089 | 11,708,242 |
Proposal No. 4 - Ratify the Selection of KPMG LLP as Emulex’s Independent Registered Public Accounting Firm for Fiscal 2014.
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| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 71,723,076 | 1,110,984 | 194,078 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | EMULEX CORPORATION (Registrant) |
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| Date: February 7, 2014 | | By: | /s/ KYLE B. WESCOAT |
| | | Kyle B. Wescoat |
| | | Senior Vice President and Chief Financial Officer |
